September 12, 2005

via U.S. mail and facsimile

Reginald M. Fountain, Jr., Chief Executive Officer
Fountain Powerboat Industries, Inc.
Post Office Drawer 457
Washington, NC  27889

	Re:	   Item 4.02 Form 8-K
	Filed:	   September 8, 2005
	File No.  1-10316

Dear Mr. Fountain:

	We have reviewed your Item 4.02 Form 8-K for compliance with
the
form requirements.
1. You have disclosed that the restatements affecting the periods
disclosed in your Item 4.02 Form 8-K filed on September 8, 2005
were
due to omissions and errors in the entry and reconciliation of
certain items to the general ledger during these periods.  You
have
also stated that you will correct certain accounting adjustments
made
as part of the year end process which increased revenues and
assets
and decreased liabilities.  However, you have not provided
sufficient
disclosure relating to the underlying facts that lead you to
conclude
that a restatement was required relating to these periods.  Please
expand your disclosure to include this information and in doing
so,
please file an amended Form 8-K.
2. Please tell us and disclose in your amended filings why the
accounting errors made as part of the year-end audit process
require
reversal.  In this regard, please further clarify your statement
that
your inability to produce sufficient documentation to reconcile
the
adjustments resulted in your conclusion that such adjustments were
erroneous.








	We remind you that when you file your restated Forms 10-K/A
and
10-Q/A you should appropriately address the following:
* an explanatory paragraph in the reissued audit opinion,
* full compliance with APB 20, paragraphs 36 and 37,
* fully update all affected portions of the document, including
MD&A,
selected financial data, and quarterly financial data,
* updated Item 9A. and Item 4. disclosures should include the
following:
o a discussion of the restatement and the facts and circumstances
surrounding it,
o how the restatement impacted the CEO and CFO`s original
conclusions
regarding the effectiveness of your disclosure controls and
procedures,
o changes to internal controls over financial reporting, and
o anticipated changes to disclosure controls and procedures and/or
internal controls over financial reporting to prevent future
misstatements of a similar nature.
Refer to Items 307 and 308(c) of Regulation S-K.
* updated certifications.

*    *    *    *

      Please respond to these comments within 5 business days, or
tell us when you will provide us with a response.  Please provide
us
with a supplemental response letter that keys your responses to
our
comments and provides any requested supplemental information.
Detailed letters greatly facilitate our review.  Please file your
supplemental response on EDGAR as a correspondence file.  Please
understand that we may have additional comments after reviewing
your
responses to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in their filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

	If you have any questions regarding these comments, please
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-
3754
or, in her absence, to the undersigned at (202) 551-3255.

							Sincerely,



							Nilima Shah
							Accounting Branch Chief
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Mr. Reginald M. Fountain, Jr.
Fountain Powerboat Industries, Inc.
September 12, 2005
Page 1 of 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

         DIVISION OF
CORPORATION FINANCE